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0000094344
STEWART INFORMATION SERVICES CORP
0000094344
2026-05-07
2026-05-07
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST
EVENT REPORTED): May 7, 2026
STEWART INFORMATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED
IN ITS CHARTER)
| Delaware |
|
001-02658 |
|
74-1677330 |
(STATE OR OTHER
JURISDICTION) |
|
(COMMISSION FILE
NO.) |
|
(I.R.S. EMPLOYER
IDENTIFICATION
NO.) |
1360 Post Oak Blvd, Suite 100, Houston, Texas 77056
(Address Of Principal Executive Offices) (Zip
Code)
Registrant’s Telephone Number,
Including Area Code: (713) 625-8100
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $1 par value |
STC |
New York Stock Exchange (NYSE) |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2026, Stewart Information Services Corporation (the
“Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Only stockholders of record
as of the close of business on March 9, 2026 were entitled to vote at the 2026 Annual Meeting. As of March 9, 2026, 30,502,735 shares
of the Company’s Common Stock were outstanding and entitled to vote at the 2026 Annual Meeting. At the 2026 Annual Meeting, 26,970,271
shares of Common Stock were represented, in person or by proxy, constituting a quorum for the meeting.
The following three proposals, each of which is described
in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2026, were
before the meeting, and they received the following votes:
Proposal 1: Election of Ten Directors to Serve until
the 2027 Annual Meeting. The following individuals were elected to serve as directors of the Company:
| | |
For | |
Against | |
Abstentions | |
Broker
Non-Votes |
| Thomas G. Apel | |
24,556,728 | |
479,156 | |
9,488 | |
1,924,899 |
| C. Allen Bradley, Jr. | |
24,616,792 | |
419,078 | |
9,501 | |
1,924,899 |
| Robert L. Clarke | |
24,497,879 | |
537,991 | |
9,501 | |
1,924,899 |
| William S. Corey, Jr. | |
24,854,411 | |
181,442 | |
9,518 | |
1,924,899 |
| Frederick H. Eppinger, Jr. | |
24,754,228 | |
281,743 | |
9,391 | |
1,924,899 |
| Deborah J. Matz | |
24,761,870 | |
270,153 | |
13,348 | |
1,924,899 |
| Matthew W. Morris | |
24,814,292 | |
220,697 | |
10,382 | |
1,924,899 |
| Karen R. Pallotta | |
24,660,844 | |
371,159 | |
13,367 | |
1,924,899 |
| Manolo Sanchez | |
24,759,622 | |
271,944 | |
13,805 | |
1,924,899 |
| Helen Vaid | |
24,847,851 | |
184,661 | |
12,859 | |
1,924,899 |
Proposal 2: Approval, on an advisory and non-binding
basis, of the compensation of the Company’s named executive officers. The stockholders approved, on a non-binding
advisory basis, the executive compensation as disclosed in the Proxy.
| For | |
Against | |
Abstentions | |
Broker Non-
Votes |
| 24,641,639 | |
387,384 | |
16,348 | |
1,924,899 |
Proposal 3: Ratification of the appointment of KPMG LLP
as the Company’s Independent Registered Public Accounting Firm for 2026. The stockholders ratified the appointment of KPMG
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For | |
Against | |
Abstentions | |
Broker Non-
Votes |
| 26,650,612 | |
231,338 | |
88,321 | |
0 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
STEWART INFORMATION SERVICES CORPORATION
(Registrant) |
| |
|
| |
|
| |
By: |
/s/ Elizabeth K. Giddens |
| |
Elizabeth K. Giddens,
Chief Legal Officer and Corporate Secretary |
Date: May 11, 2026